A long time ago in a galaxy so close to, yet so far, far away from, our own — Hollywood in the 1970s — a hit movie’s sequel followed certain guidelines: tweak the things that the audience loved the first time, and deliver something both brand new and comfortably familiar.

Rocky II, Jaws 2, Any Which Way You Can (follow-up to the Clint Eastwood + orangutan double-act hit, Every Which Way But Loose), Smokey and the Bandit II… basically, the only thing that distinguishes them all from their predecessors is a sense of diminishing returns; you’ve seen all this before, done better. Even James Bond, cinema’s most successful ongoing series, tracked this formula, the revolving cast of 007s and ever more outlandish sets and stunts lending it a misleading sense of renewal.

There was one exception. In 1972, Francis Coppola’s gangster epic The Godfather became a box-office sensation and the year’s Best Picture Oscar winner; a feat he miraculously repeated two years later with The Godfather Part II. This second instalment furthered the complex, sombre story by both delving into the past and continuing the saga of the Corleone family.

George Lucas was a close friend and colleague of Coppola. And in 1977, Lucas’s Star Wars became a cinematic and cultural phenomenon, an irresistible blend of cutting-edge sci-fi and family-friendly, retro-flavored Saturday morning-serial derring-do. The clever comic book and novelization pre-release, the wide opening on hundreds of screens (pioneered by Steven Spielberg’s Jaws two years prior), the massive success of the merchandise tie-in, and the cross-generational, repeat-viewing appeal soon made Lucas’s film the highest-grossing movie of all time.

Star Wars set the template for blockbuster movies for decades to come, a strategy that’s only become more entrenched today. It’s not hyperbole to say that, springboarding off the ground broken by Spielberg’s Jaws and Coppola’s The Godfather Part II, Lucas’s Star Wars changed mainstream moviemaking forever.

STAR WARS II = EPISODE… V?

Lucas had nothing to do with the follow-up to his own previous hit American Graffiti (1973), 1979’s lazily titled More American Graffiti. But, when it came to Star Wars, he’d already developed way more storyline than he could fit into his space fantasy, originally titled Adventures of Luke Starkiller, as taken from the Journal of the Whills, Saga I: The Star Wars.

The sequel, when it arrived, announced Lucas’s expansive plans for the franchise in its very first image, after John Williams’ opening fanfare blast and the Star Wars logo. The now-legendary sloping yellow title crawl is headed ‘Episode V: The Empire Strikes Back’. The original Star Wars merely began with its “It is a period of civil war…” backstory. Later incarnations (and, Lord knows, there have been a few) rewrote that film’s opening crawl as ‘Episode IV: A New Hope’, but for 1980 audiences, Empire’s ‘V’ was the first onscreen confirmation of a wider galaxy to explore.

“This was the first time I was able to put the number of the episode on the film and the actual title where it belonged,” Lucas explained on Empire’s DVD commentary. “When we did A New Hope, the studio wouldn’t let me put that on there, ‘cause they felt it was too confusing for the public. This is the second chapter and it is the middle of the first trilogy.” In retrospect, the studio’s concerns seem grounded. Who introduces a new universe midway into a story? And what happened to, and in, Episodes I to III?

For now, that didn’t matter. What did pose a potential problem, was that not only did Empire have a huge act to follow, it also had to bridge the opening salvo of Star Wars and an as-yet-unannounced third film’s trilogy-capper. It was a middle, and by definition, lacking its own natural beginning and endpoints.

That Difficult Middle Album

If you think of Empire’s highlights – the AT-AT Walker attack on Hoth, Yoda’s Dagobah debut, Han frozen in carbonite, that climactic revelation (on which more later) – it’s strange to think of it as a somehow smaller, or more intimate, film. It certainly had a bigger budget and more advanced visual effects – “by far the most difficult one to work on,” according to Industrial Light & Magic’s VFX supervisor, Dennis Muren. In addition, hype and expectations were through the roof. But ultimately, its unusual, bifurcated narrative and prioritization of characters and relationships, make it by far the most intimate of the Star Wars epics.

Empire ends with a one-on-one lightsaber battle, where the crucial element is the highly personal relationship between combatants.

“It had a unique structure,” asserted Lucas, “in which a lot of the big action sequences are early on in the movie, and it ends on a personal note. These are not things that I think a big studio would’ve gone along with if they’d had their say about what was going to happen.”

And by splitting up its heroes early on, the parallel storytelling demanded more audience engagement than the streamlined, linear adventure in Star Wars. A tactic Rian Johnson would employ later in his own second part of the Skywalker Saga closing trilogy, The Last Jedi.

“The second part of a trilogy is a quieter film,” related director Irvin Kershner, of the challenges his job entailed, “like the second part of a symphony, or the second act of a play. It’s more characterization and less action.”

Hoth’s action is epic, but it closes out the film’s first act. Almost every other Star Wars film moves the biggest Rebel Alliance vs Empire showdown to its climax. The exception is Episode III: Revenge of the Sith, which takes a leaf out of Empire’s book. Empire ends with a one-on-one lightsaber battle, where the crucial element is the highly personal relationship between combatants.

It’s a daring gambit, still rarely, if ever, copied in franchise filmmaking (2012 Bond film Skyfall might qualify), even when such fx overload is frequently held up as the most rote, uninspired part of blockbuster finales. Think virtually every superhero movie ever made.

Episode V:

A New Direction

Back up a second ­– director Irvin Kershner? Well, yes, as everybody now knows, Lucas opted to neither write Empire’s screenplay, nor helm the film itself. Having been hospitalized during Star Wars’s stressful production, he chose to take a less pressurized producer role here, though Lucas still personally bankrolled the film himself, betting on himself and a new creative team.

Fifty-something Kershner was a veteran filmmaker with a decent reputation, but certainly no Lucas/Spielberg ‘movie brat’ wunderkind. Neither did he have the track record to recommend him handling such a mammoth undertaking. Indeed, when Lucas first offered the gig, Kershner turned him down. “How,” the bemused director apparently told him, “do you make a picture that’s better than Star Wars?”

It turns out that, by relying on his own skillset, Kershner pulled off the seemingly impossible. In Lucas’s own words, Kershner “wanted to take the film in a slightly more serious tone than what I had done on the first film. But without taking it out of the Saturday matinee fun kind of film that the first one had been. He wanted to get a little deeper into the characters and make the jokes a little less flippant than I had in the first movie.”

When Lucas first offered the gig, Kershner turned him down. “How,” the bemused director apparently told him, “do you make a picture that’s better than Star Wars?”

“There is nothing more interesting than the landscape of the human face,” said Kershner – something Michael Bay most definitely did not ever say when making his Transformers films. If you think about how much of Empire’s dramatic stakes come from urgent conversations between two characters, often shot in medium close-up (Han and Leia, Luke and Yoda, Vader and Luke), it’s striking how much of this philosophy the director was able to impart into the film, without sacrificing the series’ adventure foundations.

For Empire, switching to a new director was a masterstroke, an approach they’d employ further down the line. Experimenting with different voices didn’t always pay off — Phil Lord and Chris Miller were unceremoniously dumped as the directing duo on Solo some way into the production to be replaced by safe-hands, Ron Howard, at the eleventh hour. But Richard Marquand (Return of the Jedi), JJ Abrams (The Force Awakens,The Rise of Skywalker), Rian Johnson (The Last Jedi) and Gareth Edwards (Rogue One) would all take on films in the franchise. Often with more critically favorable results than George Lucas’s return to the chair for all three prequels.

“George! You Can Type This S—

but You Sure Can’t Say It…”

Kershner was able to delve deeper into character because he had a script that looked a lot more closely at its protagonists. The quote above, attributed to Harrison Ford, is now a staple reminder of Lucas’s main weakness as a storyteller (cringe-watch, or rather, listen to any of the three prequels, particularly any Anakin/Padme romance bits, for confirmation). Credit him, then, on Empire for reaching out to better writers.

The witty repartee between Princess Leia and Han Solo owes a debt to the verbal sparring in classic screwball comedies.

The script’s first draft was credited to Leigh Brackett, a veteran Hollywood writer on Howard Hawks films like The Big Sleep (1946) and Rio Bravo (1959). In fact, the witty repartee between Princess Leia and Han Solo owes a debt to the verbal sparring in classic screwball comedies, something that Carrie Fisher picked up on immediately.

“It ends up being one of those relationships like Tracy and Hepburn, or [Big Sleep co-stars] Bogart and Bacall or Fred Astaire and Ginger Rogers,” she said in the long-lost Empire Making Of documentary. “We scream at each other for the first half of the film and step on each other and hit each other. And then we end up liking each other.”

Brackett sadly died soon after submitting her work, and the final script is co-credited to her and Lawrence Kasdan, a then-fast emerging writer, whom Lucas had already hired to work on drafts of what would become Raiders of the Lost Ark. Evidently happy with Kasdan’s efforts on that project, he drafted him into Empire. The combination of Brackett and Kasdan gives the dialogue a dynamite blend of classical elegance and modern smarts. It’s still – with the possible exception of Rian Johnson’s The Last Jedi – the saga’s best-written entry.

The Force Is Strong With This One…

No one could seriously claim that Empire is slow, or lacking eventfulness: the entire narrative arc is the bad guys relentlessly pursuing and hunting down the good guys. But it does find a deft balance between rousing action and thoughtful contemplation. It’s the only film in the original trilogy where the true ramifications of what the Force is, and means, is truly dwelt upon, given weight other than as a catchphrase.

The Dagobah scenes with Yoda are effectively a two-hander (plus droid) debating mysticism, self-knowledge, and fate. Luke’s encounter in the Cave of Evil with ‘Vader’, who beneath the cracked mask turns out to have Luke’s own face, isn’t just neat plot foreshadowing. It’s a shocking visual motif of his own possible disastrous future (and that disastrous past for his father, Anakin).

Vader, too, is in full badass mode throughout, killing hapless minions by remote ‘force choke’ and cunningly using the Force as an argument to lure Luke over to the Dark Side. Empire is also where we first see the fragile human head beneath Vader’s armored helmet, revealing that he’s not some alien, or android, but a (scarred, scheming) human being. All these flourishes and moments of philosophical reflection aren’t ‘time out’ scenes from the main plot. Instead, they help conjure up a more mature sensibility to a story that’s basically, in Lucas’s own words, “a space opera” for kids.

Secrets and Improvisations

There’s a clear winner in Empire’s ‘most quotable line’ stakes, but second place probably goes to a two-word reply that wasn’t in the script at all. With Han about to be frozen, maybe killed, and shipped off to the galaxy’s worst gangster, he and Leia share a final tender, public moment. When she finally tells him, “I love you”, Han’s scripted response was a simple “I love you too.”

Kershner and the actors didn’t like it. And to their eternal credit, spent valuable additional time on a pressurized shoot trying to improvise an alternative. Finally, Harrison Ford shot back with “I know” – the perfect response for a cocky, yet tender-hearted space pirate that immortalizes the scene.

In first place, of course, is the line that announces arguably the greatest plot revelation in movie history. Luke and Darth Vader duel, the former losing his hand and at the mercy of his most deadly foe, when he rebukes Vader for killing his own father, as Ben Kenobi once told him. Instead, Vader utters five chilling words. “No, I am your father.”

To say this was a shock in 1980 is as big an understatement as saying that The Phantom Menace’s Jar-Jar Binks was a mildly unpopular character. It was a highly guarded secret, with only Lucas, Kasdan, Kershner and, shortly before actually shooting the scene, Mark Hamill himself, in the know. Even David Prowse, beneath Vader’s costume, was given an alternate line.

It would be interesting to see how well the secret could be kept in the age of relentless social media scrutiny, but 40 years ago, no one saw it coming. Yet, throwing in something as bleak and twisted as this was entirely in keeping with Empire’s darker tone, and was something later films in the franchise would integrate, not least the mystery surrounding Rey’s parentage.

It would be interesting to see how well the secret [that Darth Vader is Luke’s father] could be kept in the age of relentless social media scrutiny, but 40 years ago, no one saw it coming.

The secrecy actually precipitated the high level of subterfuge and misdirection surrounding mainstream movie releases today, in an era when ‘spoilers’ is a dirty word and yet everyone and his/her mother attempt to discover what’s going to happen ahead of time. Certainly, the machine was able to keep Han’s demise and the nature of it a secret ahead of the release of Episode VII: The Force Awakens, though the same can’t be said for the reveal of Rey’s bloodline in The Rise of Skywalker.

Empire State of Mind

A New Hope isn’t only fun and light, as it’s often portrayed. There’s the (offscreen) torture of a young woman, the genocide of an entire planet, and a hero who murders an enemy in cold blood (make as many digital do-overs as you like, we all know that Han. Shot. First.) Still, the triumphant ending and general air of wide-eyed wonder mitigate a lot.

Empire, on the other hand, lacks the feelgood factor of the films that bookend it. There’s no disguising that, ultimately, this is a story in which, as Irvin Kershner put it, “the bad guys win and the good guys limp home wounded.”

Empire … lacks the feelgood factor … There’s no disguising that, ultimately, this is a story in which, as Irvin Kershner put it, “the bad guys win and the good guys limp home wounded.”

Yoda and the ghost of Obi-Wan Kenobi warn Luke that he’s not ready when he takes off to rescue his friends before his Jedi training is complete. Unsurprisingly, he loses his hand, his innocence and fails to save them. Han Solo’s buddy, Lando Calrissian, betrays him. C-3PO gets taken apart. And at the end, the Empire has truly struck back. From the rebels’ perspective, it’s a story of failure.

In hindsight, many of these wrongs get righted in Return of the Jedi. But to really appreciate how bold a move Empire’s jaw-dropping, downbeat open-end was, try to put yourself in a 1980s viewer’s mindset. The cliffhangers and plot twists left dangling here, would not be revealed for THREE YEARS. There were no Internet chat groups, no frame-by-frame trailer dissections, and precious little official updates in the interim period. We’re light-years away from today’s constant, viral churn of rumor and revelation.

Empire’s Influence: The Movie Blockbuster

Even today, is there a comparable blockbuster movie that left its audience on such an edge, for so long? Did anyone really sweat when Captain Jack Sparrow was swallowed by the Kraken at the end of Pirates of the Caribbean: Dead Man’s Chest? Did Jason Statham’s uncredited cameo at the end of Fast and Furious 6 provoke a global meltdown of speculation about WHO WAS HE?

Sure, Harry Potter kids were on tenterhooks at the end of each novel, but by the time the films came out, true fans were already armed with prior knowledge. Arguably, the only close comparison is when 2018’s Avengers: Infinity War ‘killed off’ half its heroes; and even then, fans knew which future films were in the works with supposedly dead characters, plus there was a full-time industry devoted to discovering the truth. And still, we only had to wait a year.

If today’s franchise films have struggled to match Empire’s anticipation, one thing that almost all these types of film attempt to follow, is Lucas’s serial structure. As discussed at the start, sequels before Empire were very much standalone episodes, like Bond movies. There could be a degree of continuity, but an overall story arc continued across a series of films was rarely the guiding narrative. Sylvester Stallone’s Rocky might be the exception here, but still, every film ended with a definitive moment of triumphant closure.

Lucas touted Empire as “not a traditional sequel… just a continuation of a story.” Today, that’s what pretty much every movie sequel is.

Lucas touted Empire as “not a traditional sequel… just a continuation of a story.” Today, that’s what pretty much every movie sequel is. These multi-million-dollar tentpoles are constructed with world-building and universe (over-)extension locked in.

Harry Potter spin-off Fantastic Beasts and Where to Find Them has been touted as a five-movie series to the “Wizarding World”, despite being based on one single, relatively slim “guide book” addendum to the main storyline. James Cameron’s sci-fi epic Avatar broke box-office records in 2009. He’s announced Avatar 2-5, pointedly flagging up as-yet-unseen areas of host planet Pandora (despite nothing tangible having appeared over eleven years later). Even James Bond, in the Daniel Craig era, now has an ongoing episodic approach that combines films and villains into one über-movie.

Empire’s Influence: The Prequels

Hard to conceive of it now, but there’s a parallel universe where Star Wars was a one-off. Or, at least, a film so much better than hastily assembled, Xerox-style sequels that no serious fan considers the whole series with equal affection or admiration (see Jaws, the Christopher Reeve Superman films, almost every horror franchise ever made).

Anyone who remembers when Episode I was announced, and certainly when the first trailer for The Phantom Menace emerged, will recall the unprecedented hysteria that A NEW STAR WARS FILM WAS COMING!

The Empire Strikes Back wasn’t just a next episode, the film itself was a new hope. It was a statement of intent, that Star Wars deserved serious consideration in the pantheon of science fiction and fantasy sagas, alongside, say, Dune or The Lord of the Rings. Return of the Jedi is definitely a lesser film, and its climactic Death Star attack basically a re-run of A New Hope’s ending, bulked up with two other parallel action set-pieces. But it sustained audience excitement and enthusiasm largely because of Empire’s delayed gratification.

Could that approach sustain the prequels? Anyone who remembers when Episode I was announced, and certainly when the first trailer for The Phantom Menace emerged, will recall the unprecedented hysteria that A NEW STAR WARS FILM WAS COMING! Over a decade and a half since the last. The lines outside cinemas days ahead of the first screenings. Fans dutifully decked out in costumes and make-up. It felt almost like a religious convention. And then the film screened…

To be fair, there were admirers. And certain scenes – the Pod Race, and, particularly, the climactic three-way lightsaber fight with vivid new villain Darth Maul and his two-pronged lightsaber – are undeniably exciting. But with George Lucas back on solo writer-director duty, the film leaned heavily into ‘kids’ movie’ territory, with pratfalls, silly accents and childish gags (hi, Jar Jar). It was clearly his attempt to emulate the “goofy giddiness of the first film,” but left to his own devices, Lucas too often mistook ‘childlike’ for ‘childish’.

From today’s perspective, one can see all three prequels as something of a betrayal of Empire’s more mature outlook. Consequently, Lucas largely left behind an older fanbase who had grown up with the first films. A faithful following who, for all their devotion to the series, needed something that satisfied a more adult appreciation alongside the dogfights and laser battles.

Key scripting, miscasting and staging (“Nooooooo!”) issues abound. So that even when Episode III:Revenge of the Sith finally hits its downbeat conclusion, the Jedi all but wiped out, and Anakin Skywalker completing his journey to the Dark Side by becoming Darth Vader, it somehow lacks Empire’s emotional heft.

Empire’s Influence: Episodes VII-IX

It’s surely no coincidence that the very first line spoken in J.J. Abrams’ Episode VII, (by the late, very great Max Von Sydow, no less, as Lor San Tekka) is, “This will begin to make things right.”

The Force Awakens (2015) is a rebalancing of the Force, and the franchise. Smartly updated with a female protagonist and more racially diverse cast, it also ­– often beat for beat – replays so many of A New Hope’s narrative steps, that it’s like a slick cover version. What makes it more than that is a terrific performance from Adam Driver as tormented villain Kylo Ren, and the reappearance of fan favorites Han, Leia and co, a sight both exhilarating and strangely moving.

Abrams returned to tie up the whole nine-film saga in 2019’s The Rise of Skywalker and it’s already proving a controversial finish: bringing back from seemingly out-of-nowhere Emperor Palpatine (or whatever cloned incarnation we saw); connecting heroine Rey to the series’ holy family lineage; and, again, giving a sense of playing safe. It’s more evident because the film in-between Abrams’ two episodes, is probably the single most divisive movie – that is, having the most passionate supporters and critics – of the whole series: Rian Johnson’s The Last Jedi (2017).

The Last Jedi is probably the closest in spirit to The Empire Strikes Back.

What’s fascinating about Johnson’s film is that it’s probably the closest in spirit to The Empire Strikes Back. It too focuses on a desperate retreat by the good guys, seemingly overwhelmed by the villainous First Order. There’s a massive showdown on an ice-bound — okay, salt-bound — planet. It also separates our Jedi-in-training from her friends for long stretches with a grouchy mentor.

But Johnson is also cavalier with narrative and character, daring to contradict long-established and sacred ideas (Luke’s reaction to Rey bringing his old lightsaber, for one). But there’s a different feel and energy to the film, a different force, one might say, that’s refreshing, as Empire was.

The character development and connection between Kylo and Rey trumps anything in the prequels. And some breathtaking surprises (Snoke’s fate; Luke’s ultimate diversion and sacrifice) that alongside Han’s fate in The Force Awakens, are the most shocking in any Star Wars film since “I am your father.” Johnson has always been a bold, distinctive filmmaker, but one wonders if he’d have been as daring without Empire as a lodestone to guide him.

First Among Sequels

Star Wars has continued to be a pop-culture juggernaut, spinning off into comics, novels, animation, TV series, the works. Yet if we go back to the features, the three trilogies, plus two spin-offs, Rogue One and Solo, the general unanimity about which film is the best is marked.

Judge these metrics skeptically if you will, but The Empire Strikes Back has the highest score on ratings aggregator website Rotten Tomatoes (94%), with The Force Awakens (93%) and A New Hope (92%) close behind (lowest scores go to The Phantom Menace and the recent Rise of Skywalker, at 53% and 52% respectively). And on the Internet Movie Database’s Top 250 Films, as voted for by the site’s users, Empire sits highest in the series at Number 14, with A New Hope at Number 25 and Return of the Jedi at Number 84. Longevity clearly counts here, but no other Star Wars film makes the list at all.

Star Wars and Lucas’s serial storytelling, commercial instincts and ILM’s technological know-how changed movies forever. The Empire Strikes Back consolidated all of this, and more. It helped change blockbuster filmmaking forever and pushed the series into the most challenging, philosophical, character-based version of itself possible. Even if that promise wasn’t fulfilled in every later iteration, without Empire‘s impact and influence it’s difficult not to wonder if the prequels and sequels would have been made at all.

It’s no surprise, perhaps, given its episodic approach, that Star Wars also forayed into the realm of TV, which has, to date, generated some popular and acclaimed series, both animated and, lately, live-action. The Mandalorian is currently killing it. But forty years on, The Empire Strikes Back remains the single strongest argument as to why the force will be with us, always.